SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A


                Annual Report Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934

(Mark One)

         [X]     Annual report  pursuant to Section 13 or 15(d) of the
                 Securities  Exchange Act of 1934(Fee Required)
                 For the fiscal year ended May 31, 1996;

                 or

         [ ]     Transition  Report  pursuant to Section 13 or
                 15(d) of the Securities Exchange Act of 1934 (No
                 Fee Required).  For the  transition  period from
                 __________ to _________.


         Commission File Number 0-11791


                            GREENTREE SOFTWARE, INC.
                            ------------------------
                 (Name of Small Business Issuer in Its Charter)


         New York                                          113-289799
         --------                                          ----------
(State or Other Jurisdiction of                           (I.R.S. Employer  
 Incorporation or Organization)                          Identification No.)
                                                         

7901 Flying Cloud Drive, Suite 150, 
  Eden Prairie, Minnesota  55344                         (612) 941-1500
----------------------------------------                 --------------
(Address of Principal Executive Offices)          (Issuer's Telephone Number, 
                                                      Including Area Code):

Securities Registered Under Section 12(b) of the Exchange Act:         NONE

Securities Registered Under Section 12(g) of the Exchange Act:


Common Shares, par value $.04 per share
---------------------------------------
(Title of Class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

         Yes      [X]                           No       [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

<PAGE>
                                      -2-


State issuer's revenues for its most recent fiscal year:  $305,132

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by  references to the price at which the stock was sold, on the average
bid and asked prices of such stock, as of August 31, 1996:


Common Shares, par value $.04 per share - $3,132,392
----------------------------------------------------

State the number of shares outstanding in each of the issuer's classes of common
equity, as of the latest practicable date.

         Class                                         Outstanding
-----------------------                           ------------------------
Common Shares, par value                             9,503,662 shares
$.04 per share

                       DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated by reference into this Annual Report on 
Form 10-KSB/A.


<PAGE>
                                      -3-



                            Greentree Software, Inc.

                         Annual Report on Form 10-KSB/A

                                  May 31, 1996

                              Cross Reference Sheet


PART II

Item 9.   Directors, Executive Officers, Promoters and Control          24
          Persons; Compliance with Section 16(a) of the Exchange Act

Item 10.  Executive Compensation                                        25

Item 11.  Security Ownership of Certain Beneficial Owners and           27
          Management



<PAGE>
                                      -4-

Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act.

Executive Officers and Directors

     As of September 1, 1996, the executive officers and directors of the
Company were as follows:

                                                                   Year Became
                                                                   Officer or
Name                   Age        Position with Company            Director
----                   ---        ---------------------            --------

Brad I. Markowitz      38       Chairman of the Board and a
                                director                             1994

Jeffrey B. Pinkerton   48       President, Treasurer, Secretary
                                and a director                       1995

     Each executive officer is elected to serve at the discretion of the Board
of Directors. For information relating to agreements which the Company has with
certain of the persons named in the above table, see the section "Executive
Employment Agreement."

     Brad I. Markowitz has served as Chairman of the Board of Directors of the
Corporation since February 1994. Since 1990, Mr. Markowitz has served as
President and a member of the board of directors of Focus Capital Corp., an
investment banking firm. Since 1995, Mr. Markowitz has served as President and a
member of the Board of Directors of Park Avenue Health Care Management, Inc., a
physician practice management company. Since 1995, Mr. Markowitz has served as
President and a member of the board of directors of Buckeye Communications, Inc.
From 1987 to 1995, Mr. Markowitz served as Vice President of the ADCO Group, a
real estate, banking and venture capital company.

     Jeffrey B. Pinkerton has served as President of the Corporation since
August 1996 and as a member of the Board of Directors since October 1995. Since
1994 and from 1987 to 1991, Mr. Pinkerton has served in various positions for
the Corporation, including President, Executive Vice President, Vice
President-Product Development, and as a member of the board of directors. From
1991 to 1994, Mr. Pinkerton served as the owner of Viewpoint Consulting, a
reseller of the Corporation's software products.

     No director serves as a director of a company which has a security
registered under Section 12(b) or (g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or is an investment company registered under the
Investment Company Act of 1940, as amended.


<PAGE>
                                      -5-


Family Relationships

     There are no family relationships among any directors or executive officers
of the Company.


Section 16(a) Beneficial Ownership Reporting Compliance

     Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Corporation's directors and certain of its officers and persons holding more
than ten percent of the Corporation's Common Shares are required to report their
ownership of the Common Shares and any changes in such ownership to the
Securities and Exchange Commission and the Corporation. Based on the Company's
review of copies of such reports, Mr. Markowitz filed one untimely Form 4, Mr.
Muhlbach filed one untimely Form 3 and Mr. Medico filed one untimely Form 3 and
one untimely Form 4 during the fiscal year ended May 31, 1996.

Item 10. Executive Compensation

Summary Compensation Table

     The table below sets forth certain compensation information for the fiscal
years ended May 31, 1996, 1995 and 1994 with respect to the Corporation's Chief
Executive Officers and each executive officer of the Corporation who were the
most highly paid for fiscal 1996.
<TABLE>
<CAPTION>
                                                               Long Term
                                                             Compensation
                                       Annual Compensation       Awards            
                                       -------------------   -------------     All Other
Name and Principal Position   Year     Salary($) Bonus($)      Options(#)   Compensation($)
---------------------------   ----     ------------------      ----------   ---------------
<S>                           <C>         <C>          <C>        <C>             <C>
G. Michael Cassidy
  Chief Executive Officer     1996 (1)    $15,000          --         --           --
                              1995        $120,000      $7,500        --           --
                              1994        $108,826         --     125,000          --

John J. Medico
  President and               1996 (2)    $87,500          --         --           --
  Chief Executive Officer

Jeffrey B. Pinkerton
  President, Vice President-  1996 (3)    $108,750         --         --           --
  Product Development         1995        $120,000         --         --           --
                              1994        $ 35,923         --      75,000          --
</TABLE>

-------------------------

(1)  Mr. Cassidy resigned as Chief Executive Officer on October 4, 1995.

(2)  Mr. Medico was appointed President and Chief Executive Officer by the Board
     of Directors on October 4, 1995 and resigned on August 9, 1996.

(3)  See "Executive Officers and Directors" for information as to the offices
     held by Mr. Pinkerton in fiscal 1994 and thereafter.

<PAGE>
                                      -6-


Option Grants in Last Fiscal Year

     No individual grants were made during fiscal year 1996 to any of the
executive officers listed in the Summary Compensation Table noted above.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End
Option Values

     No options were exercised during the year by any person who held options
which were eligible to be exercised. The following table sets forth information
as to options exercised during the fiscal year ended May 31, 1996, and
unexercised options held at the end of such fiscal year, by the individuals
listed in the Summary Compensation Table.

<TABLE>
<CAPTION>
                                                                                            Value of Unexercised
                                                             Numbers of Unexercised         In-the-Money Options
                          Shares Acquired      Value         Options at 5/31/96(#)              at 5/31/96($)
   Name                    on Exercise(#)   Realized($)    Exercisable/Unexercisable    Exercisable/Unexercisable(1)
   ----                                     -----------    -------------------------    ----------------------------
   <S>                           <C>             <C>                  <C>                          <C>  
   G. Michael Cassidy            0               $0                   0/0                          $0/$0
   John J. Medico                0               $0                   0/0                          $0/$0
   Jeffrey B. Pinkerton          0               $0              75,000/50,000                     $0/$0
</TABLE>


(1)  Value is based on the mean between the high ask and the low bid prices
     supplied by the National Quotations Bureau in the Nasdaq System and
     reported by the NASD as of May 31, 1996 (the last trading date during
     fiscal 1996) ($0.6875) minus the exercise price.

Director Compensation

     At the current time, directors of the Corporation receive no compensation
for their service to the Corporation as directors.


<PAGE>
                                      -7-


Executive Employment Agreement

     The Corporation entered into an employment agreement with Jeffrey B.
Pinkerton, the President of the Corporation, as of February 17, 1994 (the
"Employment Agreement"), which terminates on February 16, 1997. Mr. Pinkerton's
current annual base salary under the Employment Agreement is $120,000, subject
to annual review and increase by the Board of Directors of the Corporation. The
Employment Agreement provides that Mr. Pinkerton's employment with the
Corporation may be terminated by either Mr. Pinkerton or the Corporation, at any
time and for any reason whatsoever. If the Corporation terminates Mr.
Pinkerton's employment for a reason other than death, the Corporation will
continue to pay Mr. Pinkerton's base salary for a period of three (3) months
following such termination.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information concerning the shares of the
Common Shares owned beneficially as of August 1, 1996 by (1) each person known
to the Company to own beneficially 5% or more of the Common Shares; (2) each
director of the Company; (3) the chief executive officers of the Company; (4)
each executive officer of the Company as of May 31, 1996, whose compensation
exceeded $100,000 in fiscal 1996; and (5) all directors and executive officers
as a group. Each beneficial owner has advised the Company that he has sole
voting and investing power as to the shares of the Common Shares, except as
indicated in the notes below and except as to the options and warrants described
in the notes below which do not have any voting power until exercised and the
options which generally may not be transferred except in certain limited
circumstances.


                                     Amount and Nature         Percent of Class 
Name and Address                   of Beneficial Ownership      Ownership (1)  
of Beneficial Owner                                              

John J. Medico (2)                           83,335                0.87%

G. Michael Cassidy  (3)                      45,000 (4)            0.47%

Brad I. Markowitz (5)                       302,710 (6)            3.19%

Jeffrey B. Pinkerton (7)                    186,766 (8)            1.96%

Larry I. Jeddeloh                         1,496,666 (9)           15.75%
TIS Group, Inc.
200 South Sixth Street
Suite 450
Minneapolis, MN

TIS Acquisition and                       1,413,333               14.87%
Management Group, Inc.
200 South Sixth Street
Suite 450
Minneapolis, MN


<PAGE>
                                      -8-


Mark Cahill                                 998,333(10)           10.50%
66 Greenwich Street
New York, NY  10014

Primerica Life Insurance                    666,666                7.01%
Company
3120 Breckenridge Blvd.
Duluth, GA  30199

All current directors and executive         489,476                5.15%
officers as a group (2 persons)


----------

(1)  The percentages computed in the table are based on 12,547,001 shares of the
     Common Shares being outstanding on August 1, 1996 and effect being given,
     where appropriate, pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act,
     to any option or warrant then exercisable or exercisable within 60 days
     thereafter.

(2)  Mr. Medico was the Chief Executive Officer of the Company from October 4,
     1995 to August 9, 1996.

(3)  Mr. Cassidy resigned as Chief Executive Officer of the Company on October
     4, 1995.

(4)  Includes 25,483 shares issuable upon the exercise of outstanding warrants.

(5)  Mr. Markowitz is the Chairman of the Board and a director of the Company.

(6)  The shares reported in the table reflect 63,267 shares owned by Focus
     Capital Corp., 108,402 shares issuable upon the exercise of two February
     Warrants and 114,375 shares issuable upon the exercise of a Placement
     Agent's Warrant, which Warrants are also held by Focus Capital Corp. and
     16,666 and of record by Mr. Markowitz. Mr. Markowitz is the President and a
     director of Focus Capital Corp. and his wife is the sole shareholder. He
     disclaims beneficial ownership of 286,044 of such shares.

(7)  Mr. Pinkerton is President and a director of the Company.

(8)  Include 53,499 shares issuable upon the exercise of two February Warrants,
     50,000 shares issuable upon the exercise of options granted pursuant to the
     1994 Option Plan and 50,000 shares issuable upon the exercise of options
     granted pursuant to the 1987 Option Plan.

(9)  Includes 1,413,333 shares held by TIS of which Mr. Jeddeloh has shared
     voting and investment power.

(10) Of such 770,000 shares, 36,667 are owned of record by Raymond James as
     Custodian of the IRA Account of Mark Cahill.

     The Company is not aware of any arrangements, the operation of which may at
a subsequent date result in a change in control of the Company.


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                                      -9-



                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto to be duly authorized.


                                             GREENTREE SOFTWARE, INC.
                                             (Registrant)

Date:  April ___, 1997                       /s/ Jeffrey B. Pinkerton
                                             ------------------------
                                             Jeffrey B. Pinkerton
                                             President, Chief Financial
                                             Officer and Director